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Loan Participation Agreement
"I need a Belgian law Loan Participation Agreement for a 30% participation in a 鈧50 million commercial real estate loan, with specific provisions for elevation rights after March 2025 and enhanced voting rights for the participant."
1. Parties: Identifies and defines the parties to the agreement - typically the originator/seller and the participant/purchaser
2. Background: Sets out the context of the agreement, including details of the underlying loan and the intention to create a participation
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase of Participation: Details the participation interest being sold, purchase price, and completion mechanics
5. Payments and Distributions: Governs the flow of payments between parties, including participation payments and distribution waterfall
6. Rights and Obligations of the Parties: Establishes the respective rights and obligations of the originator and participant
7. Administration of the Underlying Loan: Sets out how the underlying loan will be administered and the participant's rights in decision-making
8. Representations and Warranties: Contains standard and transaction-specific representations and warranties from both parties
9. Tax Provisions: Addresses tax implications, withholding requirements, and tax-related indemnities
10. Costs and Expenses: Allocates responsibility for costs and expenses related to the transaction
11. Confidentiality: Governs the treatment of confidential information and banking secrecy requirements
12. Term and Termination: Sets out the duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Specifies Belgian law as governing law and establishes jurisdiction for disputes
1. Regulatory Compliance: Additional section when specific regulatory requirements need to be addressed, such as risk retention rules
2. Security Arrangements: Required when there are specific security or collateral arrangements related to the participation
3. Further Assurance: Optional section for additional cooperation requirements between parties
4. Assignment and Transfer: Included when parties want to specifically address transfer rights of the participation
5. Elevation Rights: Optional section allowing the participant to convert the participation into a direct loan assignment
6. Voting Rights: Detailed section on voting rights when the underlying loan involves syndicated facilities
7. EU Bail-in Provisions: Required when any party is subject to EU banking resolution requirements
8. Data Protection: Detailed GDPR compliance section when personal data processing is involved
1. Schedule 1 - Underlying Loan Details: Details of the underlying loan agreement including key terms, conditions, and borrower information
2. Schedule 2 - Form of Transfer Certificate: Standard form for documenting transfers of participation interests
3. Schedule 3 - Administrative Details of the Parties: Contact details, account information, and administrative procedures
4. Schedule 4 - Participation Amount and Price: Specific details of the participation amount and calculation of the purchase price
5. Schedule 5 - Form of Participation Certificate: Standard form evidencing the participation interest
6. Appendix A - Conditions Precedent: List of required documents and conditions to be satisfied before completion
7. Appendix B - Payment Procedures: Detailed procedures for making and receiving payments under the participation
8. Appendix C - Reporting Requirements: Templates and procedures for required reporting between parties
Authors
Banking
Financial Services
Investment Management
Private Equity
Insurance
Asset Management
Corporate Finance
Commercial Real Estate
Infrastructure Finance
Project Finance
Legal
Finance
Risk Management
Treasury
Compliance
Credit Administration
Portfolio Management
Structured Finance
Transaction Management
Documentation
Investment
Operations
Legal Counsel
Finance Director
Credit Risk Manager
Portfolio Manager
Structured Finance Manager
Compliance Officer
Treasury Manager
Investment Manager
Banking Relationship Manager
Transaction Manager
Chief Financial Officer
Risk Officer
Financial Controller
Documentation Manager
Loan Administrator
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